SALE TERMS AND CONDITIONS

1.     Interpretation

1.1  In these Conditions:

“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

“Goods” means the Goods (including any installation of the Goods or any parts for them) which the Seller is to supply in accordance with these conditions.

“Seller” means Shiloh Marketing Services Ltd Limited.

“System” means infrastructure supplied by Shiloh Marketing Services Ltd.

“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

“Contract” means the contract for the purchase and sale of the Goods.

“Writing” includes email, telex, cable, facsimile transmission and comparable means of communication, and “written” shall be construed accordingly.

1.2.1     Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3     The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.     Basis of the sale.

2.1     The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted, or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2     No variation to these Conditions shall be binding unless agreed in writing between the authorised representations of the Buyer and the Seller.

2.3     The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4     Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5     Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and Specifications

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnity the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, Copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms the the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by the Seller as a result as a result of cancellation.

3.7 Where Goods other than the Seller’s standard products are made by the Seller to the Buyer’s order, the Goods may vary in accordance with normal trade tolerances from dimensions specified by the Buyer in the order and the Buyer shall not be entitled to make any claim against the Seller in respect of any such variations.

3.8 Notwithstanding that a sample of the Goods be exhibited to and inspected by the Buyer, such sample is so exhibited or inspected solely to enable the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the said sample, and subject to the normal variation between the bulk and sample accepted by the trade.

3.9 Without prejudice to the generality of the foregoing any particular purpose for which the Buyer proposes to use the Goods shall be deemed not to be known by or have been made known to the Seller unless specifically recorded in a schedule signed by one of the Seller’s directors. The Buyer hereby acknowledges that any purpose stated in such schedule shall be deemed to have been specified by the Buyer.

4.     Price

4.1     The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2     The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material, or other costs of manufacture), any change in delivery date, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3     Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works the Seller basis, and where the seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

4.4     The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Seller.

4.5     The cost of pallet and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5     Terms of Payment.

5.1     Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2     The Buyer shall pay the price of the Goods within the terms stated at the top of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Any discrepancies on the invoice should be notified immediately with regard to “Immediate Payment” invoices and within seven calendar day with regard to other invoice types.

5.3     If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1     Cancel the Contract or suspend any further deliveries to the Buyer;

5.3.2     Demand payment of all outstanding balances whether or not due and/or cancel any outstanding orders from the Buyer

5.3.3     Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.3.4     Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four (4) per cent per annum above Barclays Bank plc base rate from time to time until payment in full is made.

5.3.5     In the case of export orders, payment shall be in pounds sterling unless otherwise agreed in writing signed by the Seller’s authorised representative.

6     Funding

6.1     The Seller can arrange for one of its partner Finance Houses to arrange funding on value items and services.

6.2     The funding should be in place within the normal Terms of Payment and it is the responsibility of the Buyer to make timely submissions of required documentation to the Finance House to ensure that this is the case.

6.3     If this is not the case then the outstanding amounts are due from the Buyer as of date of delivery in line with the type of supply i.e. hardware, services etc. when the Buyer will be responsible for their own finance arrangements

6.4     Where the Buyer states that they require funding, the Seller has the right to request a deposit equal 20% of the total invoice amount or where that is not known or 50% of any hardware that is delivered to the seller.

7     Insolvency of Buyer

7.1     This clause applies if:

7.1.1     The buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

7.1.2     An encumbrancer takes possession, or a receiver is appointed, of any property or assets of the Buyer; or

7.1.3     The buyer ceases, or threatens to cease, to carry on business; or

7.1.4     The seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

7.2     If this clause apples then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and if any of the goods have not been delivered the Seller may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the contract.

8     Risk

8.1     Risk of damage to or loss of the Goods shall pass to the Buyer:

8.1.1     In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

8.1.2     In the case of Goods to be delivered otherwise than at the Seller’s premises, at any time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

8.2     The buyer shall insure the Goods from the date of their delivery to him until their title has passed to him and the Seller shall be entitled to call for details of the insurance policy.

8.3     If the Buyer shall not insure the Goods or shall fail to supply details of its policy on demand then the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any Goods during the whole or any part of the period from the date of the Seller’s delivery of the goods until the date of payment to the Seller of the price.

9     Title retention

9.1     Until the purchase price of the Goods comprised in this or any other contract between the Seller and the Buyer and all other sums whatsoever which are or shall become outstanding from the Buyer to the Seller shall have been paid or satisfied in full (and if by cheque, then only on clearance):

9.1.1     The property in the Goods remains vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein).

9.1.2     The Buyer shall store the Goods in such a way that they can be readily identified as being the Seller’s property.

9.1.3     The Buyer shall on request inform the Seller of the precise location of each item of the Goods identified where applicable by its serial number, by supplying the Seller at the Buyer’s expense within seven days of the Seller’s request with a written schedule of the said locations.

9.1.4     The buyer may sell the Goods in the normal course of its business and may pass good title to its customer being a bona fide purchaser for value without notice of the Seller’s rights in the following conditions:

9.1.4.1     The Seller shall be entitled, immediately as a result of its ownership of the Goods, to the beneficial ownership of the proceeds of such sale which the Buyer shall accordingly hold as fiduciary for the Seller;

9.1.4.2     The buyer shall account to the Seller on demand with the said proceeds of sale provided that no such demand shall be made by the Seller in the absence of its having reasonable cause to believe that the Buyer may default in making payment for the Goods on terms contained herein;

9.1.4.3     The Seller shall be entitled to make a claim directly against the Buyer’s customer for any purchase monies unpaid by such customer provided that no such claim shall be made by the Seller in the absence of its having reasonable cause to believe that the Buyer might default in making payment for the Goods on the terms contained herein;

9.1.4.4     The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in Clause 5.4 and Clause 7 of these Conditions;

9.1.4.5     The Buyer shall notify the Seller without delay of any attachment of the Goods or actions by third parties which might infringe our title to the Goods.

9.1.5     Upon determination of the Buyer’s power of sale the Seller shall be entitled by itself its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such Goods or their proceeds of sale and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.

9.1.6     Until title in the Goods has passed to the Buyer, the Buyer shall not purport to be the owner of the Goods and shall not show the Goods as stock in the Buyer’s accounts.

9.2     Nothing in these Conditions shall:

9.2.1     Entitle the Buyer to return the Goods or to delay payment thereof; or

9.2.2     Constitute or be deemed to have constituted the Buyer as the Seller’s agent; or

9.2.3     Render the Seller liable to any third party for any unauthorised representation or warranty made of given by the Buyer to such third party in relation to the Goods; or

9.2.4     Prevent the Seller from maintaining an action for the price notwithstanding that the property in the Goods may not have passed to the Buyer.

10     Lien

The Seller retains a general lien on any of the Buyer’s equipment or materials in its possession for any unpaid balance the Buyer may owe to the Seller. The Seller shall be entitled to sell such equipment or materials in the event that payment is not made in full within 28 days of notice being given to the Buyer by the Seller of its exercise of the lien and the sale, and payment of the said balance, and the Seller shall account for any surplus.

11     Delivery

11.1     Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

11.2     Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

11.3     Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

11.4     If the Seller fails to deliver the Goods by any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, an the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

11.5     If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

11.5.1     Store the Goods without actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

11.5.2     Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage insurance and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

11.6     It is the Buyer’s responsibility to notify the Seller of any incorrect Goods supplied within 3 days of delivery. If the Goods are not what the Buyer has ordered, the Buyer must not open the manufacturer’s packaging or use the Goods.

12     Guarantee

12.1     The Seller hereby guarantees to the Buyer that:-

12.1.1     The Seller shall free of charge either repair or, at its option, replace defective Goods where the defects appear under proper use within 6 months from the date of their initial use or 12 months from delivery nor such other period or periods as may be agreed in writing between the Seller and the Buyer whichever is the first to expire, PROVIDED THAT: 

12.1.1.1     Notice in writing of the defects complained of shall be given to the Seller upon their appearance, and

12.1.1.2     Such defects shall be found to the Seller’s reasonable satisfaction to have arisen solely from the Seller’s faulty design, workmanship or materials.

12.1.2     For the avoidance of doubt, defects will not be regarded as having arisen solely from the Seller’s faulty design, workmanship or materials in any of the following circumstances:

12.1.2.1     Where such defects arise from any drawing, design or specification supplied by the Buyer; or

12.1.2.2     Where such defects arise from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval; or

12.1.2.3     Where such defects arise in parts, materials, or equipment which have not been manufactured or designed by the Seller but have been purchased at the Buyer’s request by the Seller from their designer and manufacturer or from some other third party (“the Third Party Supplier”).

12.1.2.4     Where such defect can be attributed to the original manufacturer of the Goods.

12.1.3     Any repaired or replaced Goods shall be redelivered to the Buyer free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions.

12.1.4     Alternatively to Condition 12.1.1 the Seller shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Buyer to the Seller, or, if such price has not been paid, to relieve the Buyer of all obligation to pay the sum by the issue of a credit note in favour of the Buyer in the amount of such price.

12.2     The Buyer agrees to insure itself against loss and damage arising in the circumstances identified in clause 12.1.2

12.3     In respect of all Goods supplied to the Seller by a Third Party Supplier the Seller will pass on to the Buyer (in so far as possible) the benefit of any warranty given by such Third Party Supplier and will (on request) supply to the Purchaser details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such Third Party Supplier and the Buyer shall be solely responsible to the entire exclusion of the Seller from complying with the same.

12.4     The Seller’s liability under this condition shall be to the exclusion of all other liability to the Buyer whether contractual, tortuous or otherwise for defects in the Goods or for any loss or damage to or caused by the Goods, and subject to Conditions 12.7, 12.8 and 12.9 all other conditions, warranties, stipulations or other statements whatsoever concerning the Goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded, in particular (but without limitation or the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the Goods, whether express or implied, by statute, at common law or otherwise howsoever.

12.5     Subject to conditions 12.7, 12.8 and 12.9 and notwithstanding anything contained in these conditions (other than Conditions 12.7, 12.8 and 12.9) or the contract, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenue or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.

12.6     Subject to conditions 12.7, 12.8 and 12.9 and notwithstanding anything contained in these conditions (other than Conditions 12.7, 12.8 and 12.9) or the contract, the Seller’s liability to the Buyer in contract in contact, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Contract.

12.7     If and to the extent that sections 6 and/or 7(3a) of the Unfair Contract Terms Act 1977 apply to the Contract, no provision of the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Contract by section 12(3) of the Sale of Goods Act 1979, or section 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract.

12.8     If and to the extent that section 2(1) of the Unfair Contract Terms Act 1977 applies to the Contract nothing in the Conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused by reason of the negligence of the Seller or of its servants, employees or agents.

12.9     The Goods are not intended for sale by the seller direct to any consumer, notwithstanding the foregoing, if any sale by the Seller is deemed to fall under the Sale of Goods Act 1979 the statutory rights of the Buyer are not affected by these Conditions.

12.10     The Seller shall not be under any liability for any failure to perform any of its obligations under the Offer due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations. For the purpose of this Condition, “˜Force Majeure’ means:

Act of God, explosion, flood, tempest, fire or accident;

War or threat of war, sabotage, insurrection, civil disturbance or requisition;

Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

Import or export regulations or embargoes;

Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

Difficulties in obtaining raw materials, labour, fuel, parts or machinery;

Power failure or breakdown in machinery

12.11     The Buyer accepts as reasonable that the Seller’s total liability for any Goods which are defective shall be as set out in these conditions: in fixing that limit the Buyer and the Seller have had regard to the source specification and Contract price of the Goods, their nature, the use they will receive, and the resources available to each party including servicing facilities and insurance cover, to meet any liability.

12.12     The Buyer accepts that any labour incurred in re-installation of faulty hardware shall be at the Buyers cost.

13     Health and Safety

The Buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information on the Goods as is in the Seller’s possession to ensure that as far as is reasonably practicable they are reasonably safe and without risk to health when properly used.

14     Confidentiality

The Seller shall use all reasonable endeavours to keep confidential all information relating to the Buyer’s business to the extent that the Seller safeguards information relating to its own business for so long as and to the extent that such information is and remains unpublished and is not known to the Seller at the time of disclosure by the Buyer or is not thereafter lawfully obtained by the Seller from a third party.

15     Protection of to Seller’s “Know how”

15.1     The Buyer, subject as hereinafter provided, shall be responsible for keeping and procuring to be kept secret and confidential all information (hereinafter referred to as the “Know-How”) supplied by the Seller of a secret or confidential nature provided that the Seller shall first have given notice in writing to the Buyer of the secret or confidential nature of such information before so supplying it.

15.2     The obligations under this Paragraph shall cease within six months of the publication by the Seller or any third party of information comprising or being part of the Know-How to the extent of such publication, or of agreement by the Seller that such information or part thereof is in the public domain.

16     Intellectual property

16.1 The copyright subsisting or which subsequently subsists in all documents, drawing, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in their original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.

16.2 The Seller accepts no responsibility for the accuracy of drawings, patterns or specifications supplied by the Buyer. The Buyer shall indemnify the Seller against all claims whatsoever for damages and costs and against all liability in respect of any infringement of patent or other intellectual property rights resulting from compliance with the Buyer’s instructions express or implied and the Buyer will indemnify the Seller against any liability in respect thereof and shall pay all costs and expenses which may be incurred by the Seller in reference to any such claim. The indemnity shall extend to any amount paid on a lawyer’s advice in respect of any such claim.

16.3  In the course of carrying out their work, the Seller will draw on a growing library of the Sellers proprietary processes, software and intellectual models. These remain the property of the Seller throughout the course of any work and thereafter.

16.4 The Buyer acknowledges that the System as supplied and any modifications made is the property of the Seller and all title, copyright and other propriety rights therein of whatever nature shall remain vested in the Seller. To the extent that the System is owned by a third party the Seller warrants that it has the right to licence the same.

16.5 The Buyer undertakes to treat as confidential the information comprised in or relating to the System. Except as provided for in this agreement the Buyer shall neither reproduce, transmit or copy the System or any part of it other than as is reasonable for its operation or backup or security purposes.

16.6 Except for use of the System for its normal commercial activities with the clients and prospective clients of the Buyer, the Buyer undertakes not to make available to third parties any part of the System and agrees to use its best endeavours to ensure that its employees, agents and sub-contractors who are permitted to have access to the system shall preserve the confidentiality of the System for the protection of the Seller.

If the Buyer shall modify the System the copyright in such modifications shall be owned by the Seller and the Buyer undertakes to execute such documentation as is required in order to vest the title in such copyright in the Seller.

17     Staff

The client agrees not to enter into any agreement or contract with any employee any Shiloh member of staff unless he has terminated his employment with Shiloh for at least 12 months.

18     Responsibility

18.1 Shiloh reserve the right to charge the Buyer on a time and material basis, at Shiloh prevailing rates, in the event of the fault being attributable to incorrect use; or attributable to alteration of the System by the Buyer; or attributable to software or equipment not supplied by Shiloh or attributable to software viruses or trojans on the buyers computers.

18.2 Any activities requiring third party access to the system should be notified to Shiloh, who will liaise with the third party as to what work is required. Where appropriate we will train customer staff to perform system maintenance tasks and will support those staff with those activities.

19     Liability

19.1 The Buyer accepts the responsibility to administer and control user logins and passwords. The Buyer accepts that security is dependent on usernames and passwords and that the Buyer must protect them. Shiloh and their agents and subcontractors assume no responsibility and disclaim all liability in respect of any breach of security and access by unauthorised persons.

19.2 Not withstanding anything else contained in this agreement Shiloh shall not be liable to the Buyer for loss of profits or anticipated savings in expenditure or contracts or other indirect or consequential loss.

19.3 The liability of Shiloh to the Buyer in respect of any loss or damage to any property of the Buyer arising in respect of the use of the System shall not exceed the Annual Charge.

19.4 The Buyer undertakes to indemnify Shiloh against any loss of or damage to any property of Shiloh and in respect of death or personal injury caused to employees, agents or sub-contractors while on Buyer premises caused by any negligent act, or omission or wilful misconduct on the part of the Buyer its employees, agents or sub-contractors.

20     Remote Support

The buyer will assist Shiloh staff to establish appropriate remote access using Buyer Network connection and equipment.

21     General

21.1     The Buyer is not to install any unauthorised hardware onto the System without permission from the Seller

21.2     The Seller reserves the right to sub-contract the fulfilment of the Contract (including any installation) or any part thereof.

21.3     The Buyer shall not assign any rights under this agreement without prior consent in writing of one of the Seller’s directors.

21.4     Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business of such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

21.5     No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

21.6     If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.

21.7     The Contract shall be governed by the laws of England and the parties shall submit to the sole jurisdiction of the English courts.